June 30, 1954. It is further understood and agreed that the payment of

this retainer also shall constitute complete compensation to the
Contractor for its managing and operating the Plast to the extens
required to handie the work load which the Commission will place oa

the Contractor from time to time. The parties hereto recognize that
the volume of work performed at the Plant cculd be materially increased
over that performed. ducing the fiscal ysar ending June 30, 1954, without
materially increasing the aforementioned contribution made by the
Contractor during that year and, conversely, that such volume could

be materially decreased from that of the fiscal year ending June 30,
1954, without materially decreasing such contribution.

tment

Either party hereto may raise the

3. Adj

question concerning the amount of the retainer to be paid the Con-
tractor hereunder only if (1) the Commission requires the Contractor
to perform work hereunder which is substantially cifferent in character
from the work which was being performed by the Contractor under this
contract on June 30, 1954, and from the work which is described in
Appendix B, {2) the Commission undertakes a major enlargement of the
productive floor space of the Plant as it existed on such date, or

(3) the Commission divects the cessation of the Contractoz's

use of all or a major part of any building or facility at the
Plant (whether such cessation is accomplished by the establishing

of a standby status for, by the removing from the Plant of, or by



Contracting Officer may approve, sell or exchange such property, or
acquire such property at a price agreed upon by the Contracting Officer
and the Contractor asthe fair value thereof. The amomt received by
the Contractor as the result of any disposition, or the amowt of the
agreed fair value of any such property acquired by the Contractor,
shall be applied in reduction of costs allowable under this contract,
or shall be otherwise credited to the account of the Govemment, as

the Contracting Officer may direct. pon cmpletion of the work or the
termination of this contract, the Contractor shall render an accounting ,
as prescribed by the Contracting Officer, of all Government-owmed prop-
erty for which the Contractor is at that time accountable under this
contracte

6. Risk of Loss of Government-Owned Froperty- Notwithstanding any

other provision of this contract to the contrary, the Contractor shall
not be liable for loss or destruction of or damage to Government-owned
property in the Contractor's possession unless such loss, destruction
or damage results from willful misconduct or lack of good faith on the
part of the corporate officers of the Contractor, or the resident
supervising representative of the Contractor referred to in Paragraph
2 of Article XVIII, "CONTRACTOR'S ORGANIZATION",

To Protection of Government~CuneG Provertye The Contractor shail

take reasonable precautions, including such as may be directed in witing
by the Contracting Officer, to safeguard ad protect Government-owned

property in the Contractor's possession.

a 25



xpense duplicate any records delivered or to be delivere

to. the Government by the Contractor under this contract.

5. Reports. The Contractor shall furnish such progress reports
and schedules, financial and cost reports, and other reports concerning !
the work under this contract as the Contracting Officer may from time
to time require.
6. Inspections. The Commission shall have the right to inspect
the work and activities of the Contractor under this contract at such
time and in such manner as the Contrecting Officer shall deem appropriate.

@ 7. Subcontracts and Purchase Orcers. The Contractor further agrees

to require the inclusion of provisions in substance similar to those in
Paragraphs 1 through 6 of this article in all subcontracts and purchase
orders of any tier negotiated hereunder (including lump-sum or unit-price
subcontracts or purchase orders) where, under the terms of the subcon-
tract or purchase order, costs incurred are a factor in determining the
amount payable to the subcontractor or vendor.
8. Internal Audit. The Contractor shall establish and maintain such
e@ internal audits as will reasonably assure to the Contractor and the Commis-
sion the accuracy and propriety of the Contractor's records and the Con-
tractor's conformance with its own procedures. The scope of such audits
will be as mutually agreed upon by the parties. In performing such audits,
the Contractor shail apply the routines and procedures used in its normal
business modified only to the extent made necessary by conditions which are
peculiar to operations under this contract such as security requirements,
special nuclear material accountability, and the like. Working papers
and the resulting reports from such audits will be made available to the

Commission in order to minimize duplication of audit work.

~ saga |



have been ecmpensated for by insurance which was required by law or by the
written direction of the Contracting Officer, but which the Contractor

failed to secure through its own fault or negligence.

ARTICLE XV_- DISFUTES

Except as otherwise provided in this contract, any dispute concerning
a question of fact arising under this contract which is not disposed of
by agreement shall be decided by the Contracting Officer, who shall re.
duce his decision to writing and mail or otherwise furnish a copy thereof
to the Contractor. Within thirty (30) days from the date of receipt of
such copy, the Contractor may appeal by mailing or otherwise furnishing
to the Contracting Opficer a written appeal addressed to the Commis sion,
and the decision of the Commission shall, unless determined by a court
of competent jurisdiction to have been fraudulent, or capricious, or
arbitrary, or so grossly erroneous as necessarily to imply bad faith,
or to not have been supported by substantial evidence, be final and
conclusive: Provided, That if no such appeal to the Commission is taken,
the decision of the Contracting Officer shall be final and conclusive.
In emnection with any appeal proceeding under this article, the Con-
tractor shall be afforded 2n opportunity to be heard and to offer
evidence in support of its appeal, Pending final decision of a dispute
hereunder, the Contractor shall proceed diligently with the performance

of the contract and in accordance with the Contracting Officer's decision.

=30~

Sone |

i
t


UNITED STATES ATOMIC ENERGY COMMISSION

REIMBURSEMENT AUTHORIZATION .

— —

PROJECT LOCATION.

Rocky Flats Plant Rocky Flats, Colorado

CONTRACTOR
_ The Dow Chemical Company

DATE OF CONTRACT

CONTRACT NO.
AT-(29-1)-1106 Modification No. wal January 18, 1951
Tho following revision or addition to the approved employment policies and wage and salary schedules of the contractor
is approved for reimbursement, effective May 17, 1954

APPENDIX A, SCHEDULE 2 - Revised rate ranges for Nonexempt Salaried

1S Employees upward by approximately 3 percentun.

APPENDIX A, SCHEDULE 5 ~ Revised hourly rate progressions for Plant
. Protection Personnel by approximately

3 percentum.

AVA
C1
°) Charles C. Campbél nme Acting Manage|

aaa - Og eevmmmenr penerine orrict — 36—87120-1

FOR THE ATO!

NAME.



for ali laborers and mechanics working at the site of the work.
Such records will cmtain the name md address of each such
enployee, his caxmeas classificatim, rate of pay, daily and
weekly number of hours worked, deductions made and actual wages
paid. The Contractor will make its employment records available
for inspection by authorized representatives of the Commission
and the U. S, Department of Labor, and will permit such repres-
entatives to interview employees during working hours on the job.
(2) A certified copy of all payrolls will be submitted
weekly to the Commission. The Government Prime Contractor
will be responsible for the submission of certified copies of
the payrolls of all subcontractors, The certification will
affirm that the payrolls are correct md complete, that the
wage rates contained therein are not less than the applicable
rates contained in the wage determination decision of the
Secretary of Labor attached to this contract, and that the
classifications set forth for each laborer or mechanic conform
with the work he performed,

(e) Copeland (Anti-Kickback) Act -& Nonrebate of Wages, The

regulations of the Secretary of Labor applicable to. ontractors and

subcontractors (29 CFR, Part 3), made pursuant to the Copeland Acts

as amended (40 U.S.C. 276¢) and to aid in the enforcement of the

Anti-Kickback Act (18 U.S.C. 87h) are made a part of this contract

by reference. The Contractor will comply with these regulations and

any amendments or modifications thereof and the Government Prime

> ey


be kept posted by the Contractor at the site of the wark in a

prominent place where it cm be easily seen by the workers.

(2) In the event it is found by the Commission that any
laborer or mechanic enployed by the Contractor or ny sub~
contractor directly on the site of the work has been or is being
paid at a rate of wages less than the rate of wages required by
Subparagraph (1) above, the Commission may (i) by written notice
to the Government Prime Contractor terminate its right to proceed

r ) with the work, or such part of the work as to which there has
been a failure to pay said required wages, and (ii) prosecute
the work to completion by contract or otherwise, whereupon
such Contractor and its sureties, if any, shall be liable to
the Government for any excess costs occasioned the Goverment
thereby.

(3) Sections (1) and (2) of this Subparagraph (a) shall
apply to this contract to the extent that it is (i) a prime
contract with the Government subject to the Davis-Bacon Act
or (ii) a subcontract under such prime catract.

(b) Eight-Hour Laws -- Overtime Compensation. No laborer or

mechanic doing any part of the work contemplated by this contract, in
the employ of the Contractor or any subcontractor contracting for any
part of said work contemplated, shall be required or permitted +o
work more than eight hours in any one calendar day upon such work ,
except upon the condition that compensation is paid to such laborer

or mechanic in accordance with the provisions of this subparagraphe

we

37



benefit that may arise therefrom, but this. provision shall not be
construed to extend to this contract if made with a corporation for

its general benefit.

ARTICLE XXIV _— TERMINATION

1. Notice of Termination for Default or Convenience. The Con-

tracting Officer may at any time terminate performmce of the work
under this contract in whole for default of the Contractor as provided
for in Paragraph 2 of this article, or in whole or from tine to time
in part for the convenience of the Government by giving written notice
to the Contractor stating the ground for termination. Such termination
shall be effective in the manner and upon the date specified in said
notice: Provided, However, That where such termination is for the
convenience of the Government such date shall be at least ninety (90)
days subsequent to the date on which the Contractor receives said
notice, Termination by the Government under this article shall be
without prejudice to any claims which the Government may have against
the Contractore Upon receipt of such notice, the Contractor shall, to
the extent directed by the notice, immediately discmtinue work and the
placing of orders for materials, facilities, and supplies in connection
with performance of this contract and shall proceed promptly to cancel
existing orders and terminate subcontracts insofar as such orders or
subcontracts are chargeable to this contract, and shall take such
other steps as may be required.

2. Termination for Default. If the Contractor refuses or fails

to prosecite the work with reasonable diligence or competency or

wv. ee



‘layoff or termination; rates of pay or other forms of compensation;

and selection for training, including apprenticeship. The Contractor

agrees to post hereafter in conspicuous places, available for employees

and applicants for employment, notices to be provided by the Contracting

Officer setting forth the provisions of the non-discrimination clause.
The Contractor further agrees to insert the foregoing provision

in all subcontracts nereunder, except subcontracts for standard com-

mercial supplies or raw materials.

~%Ba-



“for the Contractor's services, including profit and all items or

kinds of expenses not allowable under the terms of this contract.

ARTICLE VI_~ COSTS AND EXPINSZS

1. Basis for Determination of Allowable Costs. The costs allow-

able under this contract shall be costs and expenses which are actually
incurred by the Contractor in performing the work under this contract
and which are necessary or incident thereto. Allowable costs shall
include, without limitation on the generality of the foregoing, the
items described as allowable in Paragraph 2 but shall not in any event
include the itens described as unallowable in Paragraph 3, except to
the extent indicated therein, Failure to mention any item of cost in
this article is not intended to imply that it is either allowable or
unallowable.

2, Examples of Allowable Costs, The following are exemples of

items of cost which are allewable under this contract to the extent

indicateds

(a) Bends and insurance in accordance 1 Articie XII,

REONDS A¥D IY NCE".

{b) Materials, supplies, machinery, tools and equipment,
including freight, transportation, material handling, inspec-
tion, storage, salvage, and other usual expenses incident to the
procurement and use thereof, subject to the requirements of the
other provisions of this contract.

(c) Patents, purchased designs and royalty payments, to

the extent approved by the Contracting Officer,

a see |



8. Steps to be Taken in Event. of Loss, Upon the happening of any

loss or destruction of or damage to Government~owned property in the
control of the Contractor, the Contractor shall take all reasonable
steps to recover the property lost and to protect the property remain-
ing. The Contractor shall take no action prejudicial to the right of
the Government to recover against third persons for lost, destroyed or
damaged Government-owned property and shall furnish to the Government

on request all reasonable assistance in obtaining recovery. In instances
of loss or destruction of or damage to Government-owned capital equipment,
structures and facilities in the possession of the Contractor, normal
wear and tear excepted, which the Contractor estimates involves a loss
or cost in excess of Five Hundred Dollars ($500.00) the Contractor shall
immediately inform the Contracting Officer of the occasion and extent of
the Loss, destruction or damage and, with the concurrence of the Cone
tracting Officer, shall repair or replace such property. In instances

of loss or destruction of or damage to Government-owned property other
than capital equipment, structures and facilities in the control of the
Contractor, the Contractor shall act in accordance with the procedures
which shall be agreed upon by the Contractor and the Contracting Officer.

“9, Replacement md Acquisition of Capital Facilities, The replace~-

ment of any Government-orned structures, equipment and facilities made
necessary by normal wear and tear and estimated to involve an increase
in capital investment of more than Five Thousand Dollars ($5,000.00),
and the acquisition and installation of any additional structures,

equipment and facilities estimated to cost in excess of Five Thousand

26m

SASS |


Jement masons
Bectricians


ARTICLE VIIL ~ ASSIGMINT

Neither this contract nor any interest taerein nor claim thereunder
shall be assigned or transferred by the Contractor, except as expressly

authorized in writing by the Contracting Officer.

ARTICLE IX - ACCOUNTS, RECORDS, AND INSPECTION

1. Accounts. The Contractor shall maintain a separate and distinct
set of accounts showing and supporting all allowable costs incurred,
revenues earned, retainer accruals, and the receipt, use, and disposi-
tion of all Government~owned property coming into the possession of tae
Contracter under this contract. The system of accounts employed by the
Contractor shall be satisfactory to the Commission and in accordance with
generally accepted accounting principles.

2. Inspection and Audit of Accounts and Records, All bocks of

account and records relating tc this contract shall be subject to in-
spection and audit by the Commission at all reascnable times, and the
Contractor shall afford the Conmission proper facilities for such
inspection and audit.

3. sAudit of Subcontractors! Records. The Contractor also agrees,

with respect to any subcontracts or purchase orders (including lump-
sum or unit-price subcontracts or purchase orders) where, under the
terms of the subcontract or purchase order, costs incurred are a factor
in determining the amount payable to the subcontractor or vendor of ny
tier, to conduct an audit of the costs of the subcontract or purchase

order in a mamner satisfactory to the Commission or to have the audit

al SONS |


a ge-relieving the Contractor of cognizance over any such
g or facility or major portion thereof), The physical
condition of the Plant on dune 30, 195k, shall be determined by
reference to the Plant as-built drawings which were in effect on
that date and which are on file in the offices of the Contractor
at the Plant, When one party so raises the question concerning the
amount of the retainer, any equitable adjustment, either upward or
downward, in the retainer shall be made in accordance with the agree~
ment of the parties and the contract shall be modified in writing
accordingly. Any such claim for adjustment in the retainer which
is made by either party because of a change or changes orcered by
the Contracting Officer under Article III, "CHANGES", mist be
asserted in writing within ten (10) days from the date the change is
ordered unless the parties shall agree to a further period of time
prior to the date of final settlement of the contract. A failure to
agree on an adjustment in the retainer, as provided for under this
Paragraph 3, shall be deemed a disprte within the meaning of Article iV,
"DISPUTES". Nothing contained in this article shall excuse the
Contractor from proceeding properly with the prosecution of the work
in accordance with the requirements of any change order issued under
the provisions of Article III, "CHANGES".

he Incentive, It is understood and agreed vetween the parties
that as the Contractor gains experience in the operations covered by
this contract, a joint study will be undertaken to determine whether

a basis exists for applying incentive factors to the fee determination

-5e

. a


(p) Items of cost which are not expressly excluded by

other provisions of this contract and which are specifically

certified in writing by the Contracting Officer as reimbursable
hereunder.

3. Examples of Unallowable Costs» The following are examples of

items of cost which are unallowable, except as indicated:
(a) Advertising, except "help-wanted" advertising or as
otherwise authorized by the Contracting Officer.
C (bv) Central and branch office expenses of the Contractor,
excapt as provided for by this contract.
(c) Commissions and bonuses (under whatever name) in connec~
tion with obtaining or negotiating for a Government contract.
(ad) Unless otherwise authorized by the Contracting Officer,
costs of the character described in Subparagraphs (i) md (j)
of Paragraph 2, which are not in accordance with Appendix A or
amendments thereto»
e (e) Provisions for contingency reserves.

(£) Contributions, gifts or donations, except as provided
for in Appendix A or amendments thereto.

(g) Dividend provisions or payments.

(hn) Entertainment expense, except such activities for Plant
employees and their fanilies as may be authorized by the Contract-
ing Officer or Appendix A or amendments thereto.

(i) Fines and penalties levied by public agencies, includ~

ing interest, mless incurred at the express direction of the

alle



aigenses or obligations and shall be excused from further performance
of the work unless and until the Commission thereafter shall increase
the amount obligated, It is understood and agreed that the total
obligation of the Government under this contract at any given time
is limited to the amounts then obligated by the Commission hereunder.

6. Right to Teminate Not Affected. The giving of any notice by

either party under this article shall not be construed to waive or im
pair the right of either party to terminate the contract under the
provisions of Article XXIV, "TORMINATICN",

7+ Cost Information, The Contractor shall maintain mrrent
written information, which shall be available for Commission inspec-
tion, adequate to reflect the cost of performing the wark under this
contract at all times while the work is in progress, The Contractor
shall prepare and furnish to the Government such written estimates of
costs and information in support therecf regarding proposed programs
as the Contracting Officer may request,Within the scope of Appendix B.

8. Correctness of Sstimates Not Guaranteed. It is understood

that neither the Government nor the Contractor guarantees any estimate
of cost for the performance of the work under the contract and that
there shall be no adjustment in the amount of the Contractor's retainer
by reason of errors in the computation of estimates or differences

between such estimates and the actual cost for performance of the work.

ARTICLE V_~ CONSIDERATION
Payment for allowable costs, without duplication, and of the

retainer, as herein provided, shall constitute complete compensation

“T=



conducted by the next higher tier subcontractor or vendor in a manner

satisfactory te the Contractor and the Commission, except wiere the
Commission upon the recommendation of the Contractor elects to waive
such audit cr to approve other arrangements for the conduct of the audit.
he Disposition of Records. Except as otherwise directed by the
Contracting Officer or agreed upon by the Government and the Contractor,
all sketches, designs, plans, specifications, documents containing
restricted data or classified security information, books of account
and supporting documents relating to this contract, and other data
evidencing costs allowable and revenues received under this contract,
shall be the property of the Government, and shall be delivered to the
Government or otherwise disposed of by the Contractor (1) during the
progress of the work as may be agreed upon by the parties subject to
Commission security regulations and requirements and (2) as the Con-
tracting Officer may direct upon canpletion or termination of this
contract and final audit of all accounts hereunder. Those records re-
lating to this contract which remain in the possession of tne Contractor
after the completion or termination of contract operations shall (1)
be preserved by the Contractor for a period of six (6) years after final
settlement, or (2) be delivered to the Government before the expiration
of such period at the option of either party upon twenty (20) days!
written notice, or (3) be otherwise disposed of in such manner as nay
be agreed upon by the parties. The Contractor shall, subject to Comnis--

sion security regulations and requirements, have the right to inspect

-20-

SS |



NOW THEREFORE, the parties hereto agree that effective as to

work performed on and after July 1, 1954, said Contract No.
AT(29~1)-1106, as previously amended and supplemented, is hereby

further amended and supplemented to read in its entirety as follows;

ARTICLE I -~ DEFINITIONS

As used in this contract;

(a) The term "Contracting Officer" means the person executing
this contract on behalf of the Government and includes his successors
or any duly authorized representative of any such person,

(0) The term "Commission" means the Atomic Energy Commission or
any duly authorized representative thereof, including the Contracting
Officer except for the purpose of deciding an appeal under article XVs
"DISPUTES",

(c}) Except as otherwise provided, the term "subcontract"! means
any contractual commitment of the Contractor to a third party which
involves the performance of any part of the work under this contract at
the site of the Plant, and the term “purchase order" means any con-
tractual commitment of the Contractor to a third party in connection
with perfomance of this contract, except that neither of such terms
includes a contract of employment,

(a) The term "this Modification", or "this contract", or words
of similar import when used herein mean this Modification No. 20,
appendices herein referred to and other documents and data made a
part hereof by reference,

=2e

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Modification No. 23
Supplemental Agreement to
Contract No. AT(29-1)-1106
Dated: September 24, 1954

SUPPLEMENTAL AGREEMENT

This Supplementel Agreement, entered into and effective this
ekth day of September, 1954, by and between the UNITED STATES OF
AMERICA, represented by the ATOMIC ENERGY COMMISSION (hereinafter
ealled the "Commissiton"), ond THE DCW CHEMICAL COMPANY (hereincfter
colled the “Contractor"), « corporation organized and existing under
the laws of the State of Delawore,

WITNESSETH THAT:

WHEREAS, on Jenuary 18, 1951, the perties hereto entered into
Contract No. AP(29-1)-1106 for the operation by the Contractor of 2
facility for the fcbrication of certain materials and for related
work; and

WHEREAS, the soid contract has previously been amended by Modifica-

tions Nos. 1 through 19, 21 cnd 22; and

WHEREAS, it is deemed desircble-to amend the said contract further
to extend it for a short term pending the negotiction and execution
of a modirication which will revise vcrious provisions of the existing
contract and extend the contract term for three (3) yeors, to provide
for provisional fixed-fee payments during the short term extension and
to obligate additional funds for performance of the contract; and
WHEREAS, the Commission certifies thot this Supplemental Agreement
is authorized by and executed under the Atomic Energy Acts of 1946 and 1954

in the interest of the common defense and security;

1
i
i
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i



"of any advance excee

h form and with such exceptions as may be approved by the
Contracting Officer, of all claims against the Government under or
ariting out of this contract, accompanied by the accounting for Goverh-
ment-owned property required by Article XI, "PRUPERTY AND SUPPLY MANAGE~
MENT", the Commission shall promptly pay to the Contractor the unpaid
balance of allowable costs and tae retainer. In arriving at the amount
due the Contractor under this article there shall be deducted (1) all
unliquidated advance or other unliquidated payments on account thereto-
fore made to the Contractor, (2) any claim which the Government may
have against the Contractor in connection with this contract, and (3)
deductions due under the terms of this contract, and not otherwise re-

covered by or credited to the Government. If the unliquidated balance

ds the amount otherwise due the Cowtractor, the
excess shall be remitted by the Contractor to the Commission forthwith.

6. Review and Approval of Costs Incurred. The Contractor shall

prepare and submit annually as. of June 30 a certified voucher, for the
total of net expenditures accrued (i.e., net costs incurred) for the

period covered by the voucher, and the Commission, after audit and ap-
propriate adjustment, will approve such voucher. This approval by the
Commission will constitute an interim acknowledgment by the Commission
that the net costs incw:red were allowable under the contract and that they

had been recorded in the accounts maintained by the Contractor, but

will not relieve the Contwactor of responsibility for +1

> Commission's
assets in its care, for appropriate subsequent adjustments, or for

errors later becoming known to the Commission.

we sia


Disputes concerning the unallowability of any cost under this

subparagraph shall be determined in accordance with the provisions
of Article XV, "DISRUTES".
(x) Other items made unallowable by other provisions of this !

contract,

ARTICLE VII ~ PAYMENTS AYD ADVANCES

1. Payment fran Funds Advenced, The Contractor's retainer and
all allowable costs shall be paid from funds advanced by the Comnission
to the Contractor,

2. Special Bank Account -- Use. Until liquidated as provided

herein, my advance ad my revenues, other than the Contractor's
retainer, if any, received by the Contractor in connection with the
work under this contract shall be deposited at a bank or banks satis-
factory to the Contracting Officer in a special account or accounts
separate from all other funds and so designated as to indicate clearly
to the bank its special character and purpose, Funds advanced hereunder
and the balances of any such banx account shall be drawn on by the Con-
tractor solely for the purpose of making payments for the retainer and
costs allowable under this contract or other payments specifically
approved in writing by the Contracting Cfficer. If the Contracting
Officer shall at any time determine that the balance in such bank
account exceeds the Contractor's current needs, the Contractor shall
make such disposition of the excess as the Contracting Officer my

direct.

=n a :



13). 1954, the Contractor
Agreement set: forth in Schedule 4

anges: +e 2.61" and "Assistant Inspec-
2.33", Production "A*TM Section of

2.23 (3) 2.33

Eftective- ~Oc' 95k, -%) following, job classification and rate
range is added tothe “Producticn "aM Section of Exhibit A to said

Agreement:
Classification. , Rate Range .

Gass

Pantograpli:Engraver, Grade IV 1.87 (3) 1-97 (3) 2.07



*. Tethnical -Tiformats
Asst.’ Diréetor*ta )



FICLE IE « STATIMENT OF WORK

The Contractor shall manage and operate the Plant and shall furnish
the personnel, services, materials and equipment (except such services,
materials and equipment as are furnished by the Government) necessary
for the performance of the work in accordance with Appendix B of this
contract, as said Appendix B may be amended fram time to time by written
mutual agreement. Said Appendix B is by this reference incorporated

into and made a part of this contract.

ARTICLE III — CHANGES
The Contracting Officer may at any time by written order require
additional work or services or direct the omission of or variations

in the work or services covered by this contract.

ARTICLE IV ~ TSR, RSTAIN:R AND OFLIGATION OF FUNDS

le Term. The tem of this contract shall be from January 18,
1951, through June 30, 1957; unless sooner terminated in accordance

with the provisions of Article XKIV, "Ts

MINATION" 2

2. Retainer. For the period from July 1, 195k, to June 30, 1957,
the Contractor shall receive hereunder a yearly retainer of Four
Hundred Thirty-Zight Thousand Dollars (438,000.00) which shall be
paid in monthly installments of Thirty-Six Thousand ‘Five Hundred
Dollars ($36,500.00) beginning July 31, 1954, It is understood and
agreed that the payment of this retainer shall constitute complete

compensation to the Contractor for providing in the performance of

a3=

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The*Dow. Shemical. come

“AT =(29-1)-1108 ‘Modi fteation No. 24,

The following revision or addition to the gparaved, em) Hoyment policies aad
is approved for reimbursement, effective May 17, 1954

4 APPENDIX A, SCHEDULE 4 ~ Revised hourly. wag,
r production and
: : : : ment between ‘The
Denver Metal -Tra



(d) Repair and replacement of Government-owned property,

subject to the limitations set forth in other provisions of this
contracts

(e) Structures and facilities of a tenporary nature at the
Plant. Temporary use of land, structures and facilities away from
the Plant, when approved by the Contracting Officer.

(£) Subcontracts and purchase orders entered into in accord=
ance with the provisions of this contract.

(g) Taxes, fees, and charges levied by public agencies which
the Contractor is required by law to pay, except those which are
imposed upon or arise by reason of or are measured by the Con-
tractors fee, or are excluded by other provisions of this contract,

(h) Utility services, such as canmmicatim, power, gas and
water, subject to approvals required under any other provisions of
this contract.

{i) Labor (whether as wages, salaries, group insurance and
other benefits, or other compensation) and recruiting and training
of personnel (including "help-wanted" advertising), in accordance
with Appendix A, which by this reference is incorporated into and
made a part of this contract, or amendments thereto.

(3) Travel and transportation in accordance with Appendix A
or amendments thereto, and also travel, subsistence. and basic
pay of the Contractor's enployees not carried on the Plant

payroll (excluding corporate officers and directors of the

“Se



4

mesa

oo vA 241/
a |

AP EARIMEN G, VGENOY

U. So Atomic Fhergy oom ssion, Santa Fe Operations Office

PEACE TION OF WORK

Minor construction to existing plant consistency of alterations

roe

i
H
to existing facilities or structures as required. Inoidental | Perea OLSON a
construction within plant. | D-BI-G
reripss ne
rv “90°55
we vhs ots wh Otero cenibedtn Denver = Boulder area. — lad CUSLON Ne
Pi Putidtng—Prades—Ceunciluhieh—wtit help stati jobs '
- e -
wa COUN |
Colorado i Jefferson \. ween
10-Col,
le
an
tbestos workers pH Laborers: (heavy and highway) .
" " improverst 7 Power cporated tools such as
lst yoar ‘ 2.10 jackhammer, barco hammer,
and year 2025 paving breakers, spader,
3rd year 2.40 electric hammer and drill,
Ath year 2655 air tamper, vibrator, mason
ALlermakers 3.00 tender, form setter on streets
" helpers 2.75 and runways, wagon drill
~Acklayers 3.50 operator and self-propelled
rpenters . 2.85 concrete buggica 192.225
dont masons (building construction) 2.85 Pipe layer, over 6" pipe 26225
Cement magons . Laborer on caisson, over 12° and
a ” working with ; on cofferdam3 sand blaster

analar 24225



subcontract. The Contractor shall not execute any contractual
arrangement of the wst-plus-a-percentage-of-cost type. All
proposed cost, cost-plus-a-fixed-fee, time and material and
incentive type of contractual arrangements in excess of Five
Hundred Dollars ($500.00); all proposed consultant agreements;
and all proposed contractual arrangements for the performance
of wark subject to the Davis~Bacon Act shall have the written
approval of the Contracting Officer prior to execution.

@ (e) The Gontractor will execute all subemtracts and purchase

orders in its own name and shall not bind or purport to bind the

Government thereone.

(f) The Contractor will use Government sources of supply,
which shall be available to the Contractor, when it is in the
best interests of the Government, taxing into account the de-
livery dates and suitability of items available,

(g) The Commission agrees that upon request of the Contractor
it will furnish assistance to the Contractor by way of priorities
and other assistance to enable the Contractor to procure equipment
and services required to perform the wrk md services required
by this contract.

2. Effect of Subcontracting on Retainer. The subcontracting of any

part of the work under this ontract shall not entail any adjustment
in the Contractor's retainer.

3. Contractor Controlled Sourceso The Contractor shall notify

the Contracting Officer of the proposed procurement under this contract

~32—



and may obligate additional
work from time to time."
AlL other terms and conditions of this contract shall remain

unchanged.

IN WITNESS WHEREOF, the parties hereto have exeguted this Supple-

mentol Agreement in severel counterparts.
THE UNITED STATES CF AMERICA

BY: ATOMIC ENERGY COMMISSION

sy: _/s/ Donald J, leeh
Donald J. Leehey

s Contracting Officer

THE DOW CHEMICAL COMPANY
py: _/s/ Mark B, Putnem

TTTIE; Executive Vice President

CORPORATE CERTIFICATE

I, R, B, Bennett » certify that I om the Assistant
Secretary of the corporation named as Contractor herein; that
Mark E, Putnam » who signed this contract on behalf of

the Contractor, was then Executive Vice President of said corporation;

thot soid contract was duly signed for ond in behalf of said corporation

‘by authority of its governing pody; ond that said contract is within the

scope of the said corporation's corporate powers.

/s/ R, B, Bennett



NOW THEREFORE, the parties hereto mutuolly agree to amend

Contract No. AT (29-1)-1106 further in the following particulars

but no others:
a. Article II is modified to read as follows:

“ARTICLE II - TERM OF CONTRACT

The term of this contract shall begin with the 18th
day of January, 1951, and sholl expire with the Bist day
of October, 1954, unless sooner terminated cs hereinafter
provided."
4 b. Subparagraph (c) of Paragraph 1 of Article IV is modified
to read as follows:
"(c) For the period from July 1, 1954, through October 31,
1954, a fixed-fee or Thirty-Six Thousend Five Hundred Dollors
($36,500.00) per month payable provisionelly ot the end of
* each month, which payment shall constitute complete compensa-
tion for the Contractor's services including profit and oll
general home office overhead expenses for the performance of
4 work under this contract during that period: Provided, That
@ these provisional fee payments Shall be adjusted in accordance
with the provisions of the future modification which will,
among other things, extend the contract term for three years.”
ce. The first sentence of Paragraph 3 of Article IV as modified
is further modified to read as follows: :
"The Commission has obligated Tventy-One Million One
Hundred Thirty Thousand Nine Hundred Fifty Dollars

($21,130,950.00) for the performance of the work hereunder

aBe



to permit the Commission (1) to join with the Contractor in any such
proceedings or (2) to sue for recovery in the Contractor's name (it
being understood that the Canmission will reimburse the Contractor for
all reasonable expenses including attorney fees incurred by the Contractor
in defending against or in seeking exemption from or recovery of such
tax), The Conmission shall reimburse the Contractor for all penalties
and interest incurred through compliance with this article, The Con-
tractor agrees that my refunds, recoveries, or credits obtained
(including interest) shall te paid over to or otherwise credited for
the benefit of the Commission, The Contractor further agrees to in~
corporate in any of its subcontracts or purchase orders such provisions
as are required by the Commission to carry ot the purposes of this

article.

ARTICLE XIV - LITIGATION AND CLAIMS

1. Initiation of Litigation, If the Government requires the Con-
tractor to initiate litigation, including proceedings before adminis-
trative agencies, in connection with this contract, the Contractor shall
proceed with the litigation in good faith as directed fromtime to time
by the Contracting Officer.

2. Defense and Settlement of Claims, The Contractor shall give

the Contracting Offices immediate notice in writing (a) of any action
filed against the Contractor arising out of the performance of this
contract, and (b) of any claim against the Contractor the cost and ex-

pense of which is reimbursable under Article VI, "CCSTS AND EXPENSES",

=28-

SO |



‘panks of deposit clearly setting forth the special character of the i
account being established for the purposes of this contract and the
responsibilities of the bank thereunder.

kh. Subcontracts and Purchase Orders. Subject to the prior written

approval of the Contracting Officer, the Contractor may make payments
to subcontractors, material men or vendors out of the special account or
accounts established under this article for labor and services or ma-
terials in advance of performmce or delivery. Such subadvances shall
not exceed thirty percent (30%) of the subcontract price or estimated
cost, as the case may be, and the subcontractor, material man, or
vendor to whom such advances are made shall furnish adequate security
therefor. Unless other security approved by the Contracting Cfficer is
furnished, covenants shall be inserted in such subcontracts and purchase
orders to provide that the Government shall retain title to the funds
so advanced until spent in performace of such subcontracts or pur-
chase orders and that title to all property purchased from such funds
shall immediately pass to the Government and imposing upon the subcon-
tractor, material man, or vendor substantially the same duties and
giving the Commission surstantially the same rights as are provided

in this contract between the Contractor and tre Commission.

5. Final Payment and Liquidation of Advances. Upon expiration of

this contract or termination for convenience by either party; upon the
Contractor's having complied with the Commission's patent clearance

requirements; and upon the furnishing by the Contractor of a release,

~lé-


of any material, supply, equipment or service, the estimated cost of

which is One Hundred Dollars ($100.00) or more, from any source owned or

controlled by the Contractor. Such notice shall be given sufficiently i

in advance of such proposed procurement to permit the Contracting
Officer, at his option or by agreement with the Contractor, to effect

the procurement directly by competitive or other authorized methods.

ARTICLE XVII - SAFETY AND FIRE PROTOCTION - PERIITS

1. Safety Precautions, The Contractor shall take all reasonable
precautions in the performance of the work under this contract ty
protect the health and safety of employees and of members of the
public and to minimize danger from all hazards to life ana property,
and shall use its best efforts to comply with all health, safety and
fire protection regulations of the Commission and the written require-
ments of the Contracting Officer.

2. Permits, Except as otherwise directed by the Contracting
Officer, the Contractor shall procure all necessary permits or
licenses and abide by all applicable laws, regulatims and o-vdi: ances
of the Government and of the State, territory and political. suxdivision

in which the work wder this contract is performed.

ARTICLE XVIIL ~ CONTRACTOR'S ORGANIZATION

1. Organizatione As promptly as possible after the execution of
this contract the Contractor shall furnish to the Contracting Officer
a chart showing the names, duties, and organizatim of key personnel to

be employed in connection with the work, and shall furnish from time to

~33~



3. Title--Rights and Liabilities of Bnk. Title to the mexvended

balance of any funds advanced and of any bank account established pur-~
suant to this article shall remain in the Government and be superior

to any claim or lien of the bank of deposit or others. It is under-~
stood that an advance to the Contractor hereunder is not a loan to the
Contractor and will not require the payment of interest by the Contra ctor,
and that the Contractor acquires no right, title, or interest in or to
such advance other than the right to make expenditures therefrom as pro-
vided in this article. The Contractor's arrangement with the bank of
deposit shall provide that the bmk of deposit shall act with respect

to such account in accordance with any written directions of the Con-
tracting Officer; that the bank of deposit shall not be liable to any
party to this contract for any action taxen in accordance with such
directions, nor for the withdrawal of funds from such account by checks
properly signed by the Contractor and properly endorsed in the absence
of contrary directions from the Contracting Officer; and that eny direc-
tions received by the bank of deposit upon stationery of the Commission
and purporting to be signed by or at the direction of the Commission shall,
insofar as the rights, duties, md liabilities of the bank of deposit are
concerned, be deemed to be the written directions of the Contracting
Officer. Bank accounts established pursuant to this article snall be
subject to inspection and audit by representatives of the Government at
all reasonable times. The Contractor shall transmit to the Contracting

Officer in prescribed form an agreenent in duplicate from the bank or

-15=

oes


TO Wameandun),

DATE

IM (Name ang unit)

YF WIP Za kh.

Sfoo

Oa.

remancsthe specific. purpose for the issuance of this Modificatio:
His to cover reimburs nent ‘for the priod of Mey 17, 1954, whi

His the effective date:of the new Labor Agreement between ths Dow
(Chemical Co, and: thé..Dériver Metal Trades Coun 1953
which will be the effective date of Mod. No.20, Schedule 4:wilE
be distributed when Mod. No, 20 is distributed, FF

PHONE NO.

‘USE OTHER SIDE FOR ADDITIONAL REMARKS 19 —80687-1



or for converting the contract to a fixed price operation. Ig it is

mutually agreed that such a basis does exist, this contract will be
modified to provide for a fee based upon incentive factors or to pros
vide for a fixed price operation,

5. Obligation of Funds. The Commission has obligated Twenty-Nine
Million Three Hundred Eleven Thousand Dollars ($29311,000.00) for the
performance of the work under Contract No. AT(29=1)-~1106, including
fee, of which Ten Million Seven Hundred Thirty~Five Thousand Dollars
($10,735,000.00) is for the period fran July 1, 195k, through June 20,
1955. The Commission may, based upon tadget estimates prepared by
the Contractor in accordance with Commission requirements and reviewed
and approved by the Contracting Officer, obligate additional funds
for the performance of the work from time to time. The Contractor
shall notify the Contracting Officer in writing whenever the aggregate
of expenditures, commitments and obligations allowable under this cm-=
tract for the period referred to in the first sentence of this para~
graph is equal to 85% of the ‘mount then obligated for such period and
snall include in such notification the estimated time when its expendi~
tures, commitments, ad obligations will equal 100% of such amount,

At the same time the Contractor will advise the Contracting Officer
in writing of the estimated amount which it considers necessary for
the continuation of operations for a given period, Should the allow-
able expenditures, commitments and obligations of the Contractor equal
100% of the sum then obligated by the Commission for the performance

of the work hereunder, the Contractor shall incur no additional

“ oe |



guch supplies, from which the supplies to be used in the performance of work
under this contract are manufactured, as are of a class or kind determined
by the Commission not to be mined, produced, or manufactured, as the case
may be, in the United States in sufficient and reasonably available com-
mercial quantities and of a satisfactory quality: Provided, That this ex-
ception (iv) shall not permit the use in the performance of work under this
contract of supplies manufactured outside the United States if such supplies
are manufactured in the United States in sufficient and reasonably avail-
able commercial quantities and of a satisfactory quality.

e ARTICLE XXII - COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or selling agency has been em-
ployed or retained to solicit or secure this contract upon an agreement
or understanding for a commission, percentage, brokerage, or contingent
fee, excepting bona fide employees or bona fide established commercial or
selling agencies maintained by the Contractor for the purpose of securing
business. For breach or violation of this warranty the Government shail
have the rignt to annul this contract without Liability or in its discre-
oe tion to deduct from the contract price or consideration the full amount.
of such commission, percentage, brokerage, or contingent fee. Unless other-
wise authorized by the Contracting Officer in writing, the Contractor shall
cause provisions similar to the foregoing to be inserted in all subcontracts
and purchase orders entered into under this contract.

ARTICLE XXIII _~ OFFICIALS NOE TO BENEFIT

No member of or delegate to Congress or resident commissioner

shall be admitted to any share or part of this contract or to any

-he- Sagas



3. Audit by General Accounting Office. Nothing in this contract

shall be deemed to preclude an audit by the General Accounting Office

of any transaction under this contract,

ARTICLE Xf ~ PROPSRTY AND SUPPLY MANSGSEMT

1. Requirements. The Contractor shall establish and maintain:
(a) A property management system, including stock control,
which is satisfactory to the Contracting Officer and in
accordance with generally accepted wsiness practice, which
provides fo all phases of supply activities and thich is
designed adequately to receive, utilize, protect and control all
property; and
(b) A property disposal system which is in accordance with
disposal regulations and requirements of the Commission.

2. Furnishing of Government Property. The Government reserves

the right to furnish any property or services, except services of

personnel, required for the performance of the work under this contract.
3. Title to Property. Except as otherwise directed by the Con-

tracting Officer, title to all property purchased by the Contractor,

the cost of which is allowable under this ccntract, shall pass directly

from the vendor to the Government, amd title to other property, the

cost of which is allowable under this contract, shall pass to the Govern-

ment upon commencement of processing or use af such rroperty in the

performance of work under this contract or upon payment of the cost

230



therefor from Goverrment funds, whichever first occurs. The Govern.

‘ment reserves the right to inspect, and to accept or reject, any item |
of property. With respect to any property purchased by the Contractor,
* the covernnent shall exercise such right, if at all, within ninety

(90) gays after receipt of such property at the Plant. The Contractor

shall make disposition of any such rejected items as the Contracting

Officer shall direct,

h. Identification. As directed or approved by the Contracting
Officer, the Contractor shall identify Government-owed property coming
into the Contractor's control by marking or segregation in such a way
as shall indicate its ownership by the Government, In the absence
of special conditions the Contracting Officer shall not direct the
Contractor to identify such property as may be incorporated into or
attached to the end products to be delivered to the Government or which
may be consumed or expended in the performance of this contract.

5. Disposition, The Contractor shall make final disposition of
Government-owned surplus or salvage property which has come into the
control of the Contractor under this contract in accordance vith the
procedures used in its normal business practices, which procedures shall
be modified only to the extent made necessary by applicable Govemment
regulations. When authurized in writing by the Contracting Officer dur-
ing the progress of the work or upon completion or teminatim of this

contract, the Contractor may, upon such terms and conditions as the

Ahn



‘he. wages of every laborer and mechanic employed by the Contractor
or amy subcontractor engaged in the perfomance of this work shall
be computed on a basic day rate of eight hours per day and work in
excess of eight hours per day is permitted only upon the condition
that every such laborer and mechanic shall be compensated for all
hours worked in excess of eight hours per day at not less than one
and one=half times the basic rate of pay. for each violation of the
requirements of this subparagraph a penalty of five dollars ($5.00)
shall be imposed for each laborer or mechanic for every calendar day
in which such employee is required or permitted to labor more than
eight hours upon said work without receiving compensation computed in
accordance with this subparagraph, nd all penalties thus imposed shall
be withheld for the use and benefit of the Government: Provided, That
this stipulation shall be subject in all respects to the exceptions
and provisions of the Eight-Hour Laws as set forth in O U.S.C. 321,
32h, 325, 325a, and 326, which relate to hours of labor and compensa-
tion for overtime.

(c) Apprentices. Apprentices will be permitted to work only
under a bona fide apprenticeship program registered with a State
Apprenticeship Council which is recognized by the Federal Committee
on Apprenticeship, U. S, Department of Labor; or if no such recog-
nized Council exists in a State, under a program registered with the
Bureau of Apprenticeship, Ue S, Department of Labor,

(d) Payroll Records and Payrolis.

(1) Payroll records will be maintained during the course

of the work and preserved for a period of three years thereafter

e was



Contracting Officer in conformity with Article XIII, "TAXES",

(3) Interest on borrowings (however represented), bond
discount 2nd expenses, and financing charges.

(k) Losses from investments; sales, exchanges or abandon- . i
ment of capital assets of the Contractor and losses on other
contracts,

(1) Membership in trade, business, and professional organiza-
tions, except as authorized by the Contracting Officer,

r (m) Pension, retirement, group health, accident, and life
insurance plans, except to the extent athorized under Appendix A
or amendments theretoo

(n) Storage of contract records after completion of contract
operations, irrespective of contractual or statutory requirements
regarding the preservation of records.

(0) Taxes, fees and charges levied by public agencies
which are imposed upon or arise by reason of or are measured ty
the Contractor's fee; capital stock taxes, stock transfer fees
or taxes; and any other taxes, licenses or permits required to
maintain the corporate structure,

(p) Government-furnished property, except to the extent
that cash payment therefor is required pursuant to procedures
of the Commission applicable to transfers of such property to

the Contractor from others.

-I2e



ARTICLE XX = NOTICE OF LABOR DISPUTES

Whenever an actual or potential labor dispute is delaying or
threatens to delay the performance of the work, the Contractor shail
immediately notify the Contracting Officer in writing. Such notice
shall include all relevant information concerning the dispute and its

backgrounds

ARTICLE XXI_- BUY AMGRICAN ACT

The Contractor agrees that in the performace of the work under
this contract the Contractor, subcontractors, material men and sup-
pliers shall use only such unmanufactured articles, materials and
supplies (which term "articles, materials and supplies" is hereinafter
referred to in this article as "supplies") as have been mined or
produced in the United States, and only such manufactured supplies
as have been manufactured in the United States substantially all from
supplies mined, produced, or manufactured, as the case may be, in the
United States. The foregoing provisions shall not apply (i) with
respect to supplies exempted by the Commission from the application
of the Buy American Act (U1 U.S.C. l0a-d), (ii) with respect to
supplies for use outside the United States, or (iii) with respect
to the sucplies to be used in the performance of work under this
contract «hich are of a class or kind determined by the Commission
not to be mined, produced, or manufactured, as the case may be, in
the United States in sufficient and reasonably available commercial

quantities and of a satisfactory quality, or (iv) with respect to

“ble



ck. drivers: (buflding
= construction) (contd)
Warehouseman (greaser, tire and
service man)
Truck mechanic helper
" Material checker
\. Dumper, spotter - scaleman
*: (same rate as driver)
ck drivers: (heavy and highway
construction)
Pick-up
Dump truck - under 6 yds. hauled
8 6 yds, to 13 yds,
hauled
" " 13 yds, to 20 yds,
hauled

" " over 20 yds.
Flat rack
Semi- flat rack truck, highboy
Koehring dunptor
Lumber carrier
Concrete mixer, to 5 yds.
" " 5 yds. and over
Lowboy
later trucks, Euclid or similar
a “(over 5,000 gals.)
Winch pole and "A" frame truck
Euclid and similar equipment in
tandem
Water truck
Semi-water truck
Warehouseman (greaser, tire and
: service man)
Truck mechanic
" * helper
Material checker
“Dumper, spotter, scaleman, etc,
(same rate as driver)

er _H

$2.00
1.90
2.05

2.10

2.00
2.25
1.90
2.05

10-¢
ist
2-8

TUNNEL CONSTRUCTION

olorado

Laborers:
Minimum tunnel labor $1.85
Concrete labor, chuck
tender and ni:
dumpmen (if used) 1.95
Miner, timberman, machine-
man, vibrator man, powler~
man, blaster, collapsible

form mover and setter 2.10
Gunniting nozzleman and
Pump concrete placement

Per Hour

pper, and

man sand blasters 2430
Shifter 2.40
Power equipment operators:
Macking machine . 2.66
Mechanics and welders 2.50
Mechanic (machine doctor) 2.50
Pumperete operators 2.50

Mixers, 1 ou. yd. and over 2.66
less than 1 ou. yde 2.50

1

Hoist, single drum

"

two druns

Pump operator
Sampressors

Drill

operators

Haulage motorman

Brakemen and helpers
Jumbo form operators

LINE CONSTRUCTION

Cable splicer
Linemen
Groundman

Line

hawk

2450

ee

DENY
S38

3BS8

s


ARTICLE XVI - SUBCONTRACTS, PURCHASE ORDERS AND PROCURRIENT

1. Requirements Applicable to Subcontracts and Purchase Orders.

The Contractor shall make all purchases required in connection with the
performance of the work under this oontract in accordance with the
normal practices of the Contractor, with the following limitations:
(a) The Contractor will not purchase without the prior
written approval of the Contracting Officer motor vehicles,
trailers, typewriters, aircraft, printing equipment, helium,
oe or items to be specified in writing by the Contracting Officer
from time to time,
(bo) The Contractor will not use any procurement procedures
which the Contracting Officer has advised are contrary to Com=
mission policy.
(c) The Contractor shall furnish to the Contracting Officer

copies of material changes in the procurement procedures which the

Contractor has already furnished to the Contracting Officer,

| (d) The Contractor will not enter into any purchase order,

® obligation, subcontract or agreanent by which more than Twenty~
Five Thousand Dollars ($25,000.00) may be obligated without the
prior written approval of the Contracting Officer. The Contractor
further agrees to notify the Contracting officer of all subcontracts
which it proposes to execute, prior to the execution of the same,
and if said subcontract is for the performace of actual operations
as distinguished from services supporting actual operatims, it will

secure the Contracting Officer's prior written approval to so

Ble :
SS |



Except as oth: se directed by the Contracting xficer in

writing, the Contractor shall furrish imméiahely to the Con-

tracting C(fficer copies of alt berbineat papers

Contractor with respect to such accion or-clain To the extent

not ir. ecnflict with any Lcable pricy of ins

Contrachor may with the Contracting Officer's ap

any such action ov claim, shal. offect at th> Contracting Officer's

wequest an deme an:

subrogetion in favor of the covernnent

of all the Costea.tor's rights and clairs “sxe2¢t those against

the Govornmnens) arising out of any such acti

the Cor if requireé by th. Cai

shall avthor}.

0a ex claim and to represent she Contractor
in, or to teke tharge of, any such antion. af the settlement
or defense of aa action or claim against ths Co: sractor is

uniertaken by th. Goverment, the Contactor

foruish

assistance in ef

@ll reat 7A:

/ 43s9rting

a defeuse. » Comsracto.c in asl covered

by a policy of shal.

of the Cor,

>

ica" proce

ch with the dsfen

action

2 action shall be

in gwd faiuh, act -n such event the Get ons s

at the expe: 2 the woverumeat: Frovided., Howe

«x, That the Govern-

ment shall. not expense to the extent that it would |



Modification No. 20
Supplemental Agreement to
Contract No, AT (29~1}=1106
Date:

TABLE OF CONTENTS
Page No»
ARTICLE I ~ DEFINITIONS : 2
\ aprons Ir » STar@ENT OF woRK 3
ARTICLE ITT ~ CHANGES 3
a ARTICLE IV ~ TERM, RETAINER AND OBLIGATION OF FEMS 3
; ARTICLE V ~ CONSIDERATION 1
. ARTICLE VI ~ COSTS AMD EXPENSES 8
ARTICLE VII ~ PAWENTS AND ADVANCES Th
ARTICLE VIII ~ ASSICIMENT 9
ARTICLE IX ~ ACCOUNTS, RECORDS, AND INSPECTION ap
ARTICLE X = EXAMTTATION OF RECORDS : 22
ARTICLE XI ~ PROPERTY AND SUFPLY It:NAGaENT 23 i
ARTICLE XIZ — 5ONDS AYD INSURANCE 27 :
a ARTICLE XIII ~ TAKES 27
AREICLE XIV — LITIGATION AND CLATHS 28
ARTICLE XV = DISPUTES 30
ARTICLE XVI — SUBOCYTRACTS, FURCHASE ORDERS AND
PROCUREMENT 31

ARTICLE XVII - SAFETY AND FIRE PROTECTION - PERMITS 33
ARTICLE XVIII ~ CONTRACTOR'S ORGANIZATION 33
ARTICLE XIX » LAEOR . “3h



Contractor will be responsible for the submission of affidavits required
of subcontractors thereunder. The foregoing shall apply except as the
Secretary of Labor may specifically provide for reasonable limitatims,
variations, tolerances, and exemptions.

‘(£) ‘Hthholding of Funds to Assure Mage Payment. There may be

withheld fron the Contractor so much of the accrued payments or
advances as may be considered necessary to pay laborers and mechanics
employed by the Contractor or any subcontractor the full amount of

t wages required by this contract. In the event of failure to pay
any laborer or mechanic all or part of the wages required by this
contract, the Commission may take such action as may be necessary
to cause the suspension, until such violations have ceased, of any
further payment, advance, or guarantee of funds to cr for the Govern-
ment Prime Contractor. ;

(g) Subcontracts - Termination. The Contractor agrees to insert

Subparagraphs (a) through (g) hereof in all subcontracts and further

t agrees that a breach of any of the requirements of these subparagrarhs
nay be grounds for termination of this contract, The term "Contractor"
as used in such subparagraphs in any subcontract shall be deemed to
refer to the subcontractor except in the phrase "Government Prime
Contractor".

6. Contract Procedures. The Commission and the Contractor
shall jointly develop procedures for reviewing proposed contract work

to decide whether it is subject to the Davis-Bacon Act.

-h0~

_"s


Modification No. 20
Supplemental Agreement to
Contract No. AT(29-1)~1106
Date: © 8,
Effective: July 1, 195

This Supplemental Agreement, entered into this 29 ten day of

Lhe » 1954, effective July 1, 1954, by and between

the UNITED STATES OF AMERICA (hereinafter called the "Government"),

represented by the ATOMIC ENERGY COMMISSION (hereinafter called the
"Commission"), and THE DOW CHEMICAL COMPANY (hereinafter called the
“Contractor"), a corporation organized and existing under the laws of
the State of Delaware,

WITNESSETH THAT:

WHEREAS, on January 18, 1951, the parties hereto entered into
Contract No. AT(29-1)-1106 for the management ond operation by the
Contractor of the Commission's Rocky Flats Plant (hereinafter called
the “"Plant") and for related work; and

WHEREAS, the said contract has previously teen amended by Modifica-
tions Nos. 1 through 19 and 21 through 23; and

WHEREAS, the parties hereto desire to amend the said contract in
certain respects as hereinafter provided and to incorporate the entire
agreement between the parties into this one document; and

WHEREAS, the Commission certifies that this amended contract is
authorized by and executed under the Atomic Energy Acts of 1946 and

1954, in the interest of the common defense and security;



Power equipment operators?

(building construction) (contd. )

* Brakeman
Bulldozer, ocraper
Orushing plant, batch plant

Distributor (bitwainous surf'ace)

: conerete, pavement)
‘iremany oiler and batch plant
scale operator
Industrial motorman
Hoist {2 drum)
. 2 or more drums)
Mechanic, heavy duty
Mechanic's helpor ’
Mixer (1 cu. yd. or over)
" (less than 1 ou. yd.)
Motor grader
Pump
Roller
Tournapull
Shovel, crane, derrick dragline
Tractor, over 35 hp.
RB " 35 hp. or less
renching machine
Drill operator
‘ower equipment operators: (heavy
and highway construction)
Air compressors
Asphalt plants
Batch plants
Blade graders
Bulldozers .
Cranes, derricks, draglines
Crushing plants
Distributor (bituminous surfaces)
Finishing machines (cemont,
conerete, pavement )
Fireman, oilers and batch plant
scale operators
Noists, 1 drm
" 2 or more drums
Mechanics, heavy duty
, Mechanic's helper

x machine (eoment,

Power equipment operntors:
(heavy and highway constmction)
(cont4e

Mixoray (1 city yd. and over)
" leas than 1 ou, yas)
Motor graders
Pumps
Rollera
Scrapers
Shovels, power
Tournapulls
Tractors, over 35 hp,
* 35 hp. or less
Trenching machine
Roofers
Sheot metal workers
Soft floor layers (linoleum)
Sprinkler fitters
Stone masons
Terrazzo workers
Tile setters
Tile, marble and terrazzo helpers

$2.78

2.61.
2.61
2.61
2.61
2.61
2.78
2.61
2.61
2.00
2.61
2095
2.57
2090
3050
3.20
3020
2615

Truck drivers: (building construction) |

Pick-up truck

Dump truck, under 6 yds, hated

" " 6 yds. to 13 yds,
hauled
" " 13 to 20 yds, hauled
" " over 20 yds, hauled
Flat rack

Semi~ flat rack truck and high
boy

Koehring dumpter

lumber carrier

Concrete mixer truck to 5 yids.
" " "5 yds. and

over
Lowboy
Euclid and similar equipment in
> tandem

Winch pole and "A" frame truck
Water truck
Semi.

2.00
2,10

DN
83s

Pw MM PNWDN
nw Cama od ond
88 S856

3b



ARTICLE X ~ #XAMIVATION OF RECORDS

L. Examination by Comptroller General, The Contractor agrees that

the Comptroller Gmeral of the United States or any of his duly author~
ized representatives shall have access to and the right to examine any
directly pertinent books, documents, papers, and records of the Con-
tractor involving trmsactions related to this contract until tie
expiration of three years after final payment under this ccntract
unless the Commission authorizes their prior disvosition.

2. Subcontracts. The Contractor further agrees to include in all
its subcontracts hereunder a provision to the effect that the subcon-
tractor agrees that the Comptroller General of the United States or
any of his duly authorized representatives shall have access to and the
right to ‘examine any directly pertinent books, documents, papers, and
records of such subcontractor involving transactions related to the sub-
contract until the expiration of three years after final payment under
this contract unless the Commission authorizes their prior disposition,
The term "subcontract" as used herein means any purchase order or agree~
ment to perform all or any part of tle work or to make or furnish any
materials required for the p:rformance of this contract, but coes not
include (i) purchase orders not exceeding One Thousand Dollars (41,000.00)
(ii) subcontract or purchase orders for public utility services at rates
established for uniform applicability to the general public, or (iii)
subcontracts or purchase orders for general inventory items not specifi-

cally identifiable with the work under this contract.

22



Contractor) when such employees travel away frem their regular

duty stations to perform work under this contract with the
written approval of the Contracting Officer.

(k) Expenses of litigation, including reasoable counsel
fees, incurred in accordance with Article XIV, "LITIGATION AND
CLAIMS", and, as approved by the Contracting Officer, such other
legal, accounting, and consulting fees not expresdl y excluded by
other provisions of this contract.

(1) Losses and expenses (including settlanents made with
the consent of the Contracting Officer) sustained by the Con-
tractor in the performance of the work and certified in writing
by the Contracting Officer to be just and reasonable, except
losses and expenses expressly made unallowable under other
provisions of this contract, or compensated for by insurance
or otherwise, or which would have been compensated for by insur=
ance required by law or by written direction of the Contracting
Officers

(m) Technical and professional assistance and services not
expressly excluded by other provisions of this contract, in
accordance with Appendix A or amendments thereto.

(n) Rental for equipment, including operating expenses,
if any, or facilities furnished or leased by the Contractor on
such terms and cmditions as may be approved by the Contracting
Officer.

(o) Institution and maintenance of security safeguards and
safety measures required by this contract.

<=



weNTY

for flour For Hour
sbestos workers 3.400 Laborers: (heavy and highway) .
" . improverst Power operated toola sush as
lst year . 2.10 jackhammer, barco henner,
and year 2025 paving broekers, spader,
3rd year 2.40 electric hammer and drill,
4th year 2055 air tamper, vibrator, mason
ollermakersa 3.00 tender, form setter on streets
" helpers 2475 and runways, wegon drill
vicklayers 3450 operator and self-propelled
mters ; 2,85 concrete buggica 12.225
[a masons (building construction) 2.85 Pipe layer, over 6" pipe 2.225
Cement masons ‘ Laborer on caisson, over 12* and
" ” working with on coffordam3 sand blaster
composition ~ scaler 24225
material 2.975 Laborer + caisson from 6 ft. to
" " working on scaffold, 12 ft. 22025
swing stage, or Lahorer working in sanitary sewer
temporary platform trenches, hot asphalt labor
over 25 ft, high 3.10 (raker, box tender, ete.) L975
ment masons (heavy and highway) 2.625 Chuck tender, nipper and diamond
vectricians 3.00 drill helper 1.925
sainlayer 2.15 Gunniting nossleman 2230
" over 8" 2040 Powdermans
Levator constructors 3.16 | Comnon blaster 20225
" . " helpers 2.21 Licensed techriieal powlerman 2475
azier 2.50 AlL other labor 1,875
ulation machanics 2.420 Lathers : 3.375
vonworkers t Marble setters 3.20
Structuraot 2.85 Millwright 2.85
Ornamental 2685 Painters?
Reinforcing 2.85 Brush . . 2260
borers (building construction) Spray (subject to the practice
Mason tonder, brick tender, prevailing in the area) 2.925
Plasterer tender and cement Swing stage 2.925
mason tender 20275 Sand. blaster 2.925
Power operated tool such ag Pipe fitters 3.08
jackhamner, barco hammer, Plasterers 3030
tamper, vibrator, pavement Plumbers > "3405
breaker, spader, hammer and Power equipment operators
drill, sander and self= + (budlding sonstruetion)
propelled concrete buggy 26225 Air compressor 2.61
Construction labor 1,875 Asphalt plant 2.61

Jefferson

ol»

CPEs

Ratesmobbatabd (mii bias DECISION An,

10001,

an

30-55"



time supplementary information reflecting changes therein. The Con-

tractor agrees to notify the Contracting Officer in writing pria@r to

each proposed major change in the assignment, including transfer from
the Plant, of any of its key personnel, As used in this paragraph the
term "key personnel" means the persons in the Contractor's employ who
report directly to the resident supervising representative of the
Contractor referred to in Paragraph 2 of this article and includes
the immediate assistants to such persons.

2. Supervising Representative.of Contractor. A competent full

time resident supervising representative of the Contractor satis~
factory to the Manager of the Commission's Santa Fe Operations shall
be in charge of the wark at the site.

3. Control of Employees, The Contractor shall be responsible
for maintaining satisfactory standards of employee competency, conduct
and integrity and shall te responsible for taking such disciplinary

action with respect to its employees as may be necessaryo

ARTICLE XIX ~ LABOR

l. Bight-Hour Laws -- Overtime Compensation. No laborer ov

Mechanic doing any part of the work contemplated by this cmtract, in
the employ of the Contractor or any subccntractor or vendor contract~
ing for any part of said work contemplated, shall be required or per=
mitted to work more than eight (8} hours in any one calendar day upon
such work, except upon the condition that compensation is paid to such

laborer or mechanic in accordance with the provisions of this article,

3h



te Claims, Claims for credit against funds advanced or for

payment shall be accompanied by such supporting documents and justifi-
cations as the Contracting Officer shall prescribe. It is the intent
of this paragraph to allow the Contracting Officer to require such
justification as may be necessary to reasonably support any individual
claim or claims, tut it is not intended to disturb or change generally
the Contractor's system of maintaining records if that system is in
accordance with the Contractor‘s normal practice.

8, Discounts, The Contractor shall take and afford tte Government
the advantage of all available cash 2nd trade discounts, rebates, allow-
ances, credits, salvage, commissions, and bonifications. The Contractor
shall bear the expense of my failure to comply with this provision
unless such failure is found by the Contracting Officer to be justifi-
able. If the Contractor shall disagree with any finding made by the
Contracting Officer under this paragraph, such disagreement shall be
deemed a dispute within the meaning of Article XV, "DISPUTES".

9, Revenues. Any revenues, other than the Contractor's retainer,
if any, accruing to the Contractor in connection with the work under
this contract shall be applied in reduction of the allowable costs
under this contract.

10, Direct Payment of Charges -- Deductions. The Government may,

upon ten (10) days' written notice from the Contracting Officer to the
Contractor, pay directly to the persons concerned any charges for services,
materials, or freight which otherwise would be allowable under this con-
tract. Any payment so made shall discharge the Government of all liability

to the Contractor therefor. However, before any such payment is made,

the Contracting Officer will discuss the matter with the contra c SONI



office and shall be subject to the approval of the Contracting Officer.
ARTICLE XEI_- PONDS AND ENSURANGE

The Contractor shall. precure and maintain such bonis and insurance as
are required by law or by the written divcectioas of the Contracting Officer.

The terms of any such bond or insurance policy fincludi. amendments, en-

dorsements or renewals thereof) shall be submitted to the Contracting

Officer for approval. in view of ths provisions of Article Xi, "Property
and Supply Management," the Contractor shall. not procurs or maintain for
its own provection any insurance {includiig seif-insurance or reserves)

covering insses or destruction of or damage co vovernment-cwned property.

ARTICLE Xi1 . TAXES

The Concractor agrcra to powfy the Commission of the levy or
purported levy uoon the Contractor, in respect of shis contract, of
any of the following stabe or local taxes:
(a) taxes from which exemption is granted by state or local law;
and .

(b) taxes vhich the Contractor believes, or vhich the Commission
nobifies the Contractor that it believes, to b2 invalid under
ary provision of the Constitution of the United States.

The Contractor shail

in from payzng ary such cax unless authorized

by the Commission. Th. Contcachor agrees to take such steps as may be

required by the Commission ,a) to assert ex=uption from, ox to pay
under protest, any such tax, ané (b) in the event such tax is paid, to
secure a refund cf such tax for the benefit cf the Commission, and (c)

in the event proceedings are instituted for the recover of such tax,

_ an |



(q) Bad debts (including expenses of collection and provi~
sions for bad debts) arising out of other business of the Con~-
tractors

(rv) Legal, accounting and consulting services, and related
expenses, incurred in connection with organization, reorganization ’
prosecution of patmt infringement litigation, prosecution or
defense of anti-trust suits, prosecution of claims against the
Government and preparation of tax returns.

(s) Premiums for overtime, shift or holiday work, except
to the extent such wark is authorized by the Contracting Officer
or Appendix A or amendments thereto.

(t) Premiums for insurance on the lives of any persons,
where the Contractor is the bmneficiary directly or indirectly.

(u) Travel expenses of corporate officers and directors of
the Contractor.

(v) Costs of any actions with respect to which the Contractor
fails to secure prior or advance approval or authorization where
such approval or authorization is required by any provision of
this contract, unless such actions are subsequently ratified
by the Contracting Officer.

(w) Any cost which the Contracting Officer shail establish
as resulting from willful misconduct or lack of good faith on the
part of a corporate officer of the Contr-ctor or the resident
supervising represmtative of the Contractor referred to in

Paragraph 2 of Article XVIII, "CONTRACTOR'S ORGANIZATION",

a3 ae

Hae Hawa hle


PROJECT

Rocky Flats Plant : Rocky Flats, Colorado

CONTRACTOR

The Dow Chemical Company
‘CONTRACT NO. DATE OF CONTRACT

AT-(29-1)-1106 Modification Noo 2722 January 18, 1951

The following revision or addition to the approved employment policies and wage and salary schedules of the coi
is approved for reimbursement, effective
May 17, 1954

APPENDIX A, PART I, SECTIONC 1. = Holiday Payments



Sof every laborer and mechanic employed by the Contractor or

any. subcontractor or vendor engaged in the performance of this contract

shall be computed on a basic day rate of eight hours per day, and work
in excess of eight hours per dey is permitted only upon the condition
that every such laborer and mechanic shall be compensated for all hours
worked in excess of eight hours per day et not less than one and one-
half times the basic rate of pay. For each violation of the require-
ments of this article a penalty of five dollars shall be imposed for
e@ each laborer or mechanic for every calendar day in which such employee
is required or permitted to labor more than eight hours upon said work
without receiving compensation computed in accordance with this article,
and all penalties thus imposed shall be withheld for the use and bene-

fit of the Government: Provided, That this stipulation shall be subject

in all respects to the exceptions and provisions of the Eight-Hour Laws
as set forta in 40 U.S.C. 321, 324, 325, 325a, and 326, which relate
to hours of labor and compensation for overtime.

@ 2. Convict Labor. In comnection with the performence of work
under this contract the Contractor shall not employ any person under~
going sentence of imprisonment at hard labor.

3. WNondiscrimination in Employment. In connection with the per-

formance of work under this contract, the Contractor agrees not to dis-
eriminate against any employee or applicant for employment because of
race, religion, color, or national origin. The aforesaid provision
shall include, but not be limited to, the following:. employment, up-

grading, demotion, or transfer; recruitment or recruitment advertising;

35 - =—e



>...” Walsh-Healey Public Contracts Act. To the extent that this

contract is subject to the Walsh~Healey Public Contracts Act, es
amended (41 U.S.C. 35-45), there are hereby incorporated by reference
the representations and stipulations required by said Act and regula-

tions issued thereunder by the Secretary of Labor, such representations

and stipulations being subject to all applicable rulings and interpre-

tations of the Secretary of Labor which are now or may hereafter be in
effect. '
e@ 5. The following provisions of this Paragraph 5 apply only to

the performance of such work under this contract as is subject to

the Davis-Bacon Act (40 U.S.C. 276a et seq.) and shall not cpply to
the performance of other work under this contract.
(a) Davis-Bacon Act.

(1) All mechanics and laborers employed or working directly

wpon the site of the work will be paid unconditionally and not
less often than once a week, and without subsequent deduction or
rebate on any account (except such payroll deductions as are
permitted by the Copeland Act (Anti-Kickback) Regulations (29
CFR, Part3)) the full amounts due at time of payment, computed
at wage rates not less than those contained in the wage deter-

mination decision o: the Secretary of Lebor which is attached hereto

in Appendix C and which by this reference is made a part hereof ’

regardless of any contractual relationship which may be alleged to
exist between the Contractor or subcontractor and such laborers
and mechanics; and a copy of the wage determination decision shall

oes |

-36-



(fable of Contents - Cont'd.)

ARTICLE XX - NOFICE OF LABOR DISPUTES

ARTICLE XXI - BUY AMERICAN AcT

ARTICLE XXII - COVENANT AGAINST CONTINGENT FEES
ARTICLE XXIII ~- OFFICIALS Nof TO BENEFIT
ARTICLE XXIV - TERMINATION

ARTICLE XXV - PATENTS

ARTICLE XXVI - SECURITY

ARTICLE XXVII - CONTROL OF SCURCE AND SPECIAL NUCLEAR
MATERIAL

ARTICLE XXVIII - PUBLICITY
ARTICLE XXIX ~ RENEGOTIATION
ARTICLE XXX ~ INTERPRETATION OF“THIS MODIFICATION

ARTICLE XXXI - GENERAL OBLIGATIONS OF THE CONTRACTOR

Page No.

Uae
Ad
he
ke
43
47
hg

33
53

35